1999 028 Ordinance - Laserfiche WebLink

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which it is bound or (ii) any order, arbitration award, judgment, decree, or other restriction to which Buyer is subject or by which it is bound; C. Except as otherwise expressly set forth in this Agreement, in the event Buyer proceeds to close this transaction, Buyer agrees to purchase the Property "AS IS, WHERE IS," with no express or implied warranties or representations as to the condition or state of repair of the Property. All representations, warranties, agreements and covenants of Buyer.contained herein or elsewhere in this Agreement shall be remade as of the Closing Date, shall survive the closing, and shall be continuing thereafter. 10. Indemnification. If one or more of the representations and warranties made hereunder by Seller or Buyer shall prove to be untrue or inaccurate in any material respect when made, as of the Closing Date or thereafter, the party making such representation and warranty shall indemnify and hold harmless the party to whom such representation and warranty was made, its partners, members, officers, trustees, affiliates, successors and assigns, from and against any loss, claim, damage, liability or expense incurred by such person resulting from any such untruth or inaccuracy, including, without limitation, reasonable attorneys' fees. This provision shall survive closing of the transaction contemplated herein and shall be continuing thereafter. 11. Conditions Precedent to Seller's Obligations. Seller's obligations under this Agreement are subject to the satisfaction and fulfillment, or waiver by Seller, in Seller's sole discretion, of each and every one of the following conditions on or before the Closing Date: A. Consummation of Purchase of Additional Land. Seller shall have consummated the purchase of the Chester Property pursuant to the terms of the Chester Purchase Agreement; B. Congregation Approval. Seller shall have obtained all necessary approvals from its Church Conference for Seller's execution, delivery and performance of this Agreement; C. District Approval. Seller shall have obtained all necessary approvals from the District Superintendent of the Painesville District of the United Methodist Church and the Painesville District Committee on Church Building and Location for Seller's execution, delivery and performance of this Agreement; D. Buyer's Representations Accurate. Each and every one of the representations and warranties of Buyer set forth in this Agreement shall be true in all material respects both as of the date of execution of this Agreement by Buyer and as of the Closing Date; E. Buyer's Performance. Buyer shall have duly performed each and every obligation, covenant and agreement hereunder to be performed by Buyer, including delivery of the items described in Section 6.B above. 12. Conditions Precedent to Buyer's Obligations. Buyer's obligations under this Agreement are subject to the satisfaction and fulfillment, or waiver by Buyer, in Buyer's 10